IMPORTANT
INFORMATION
- PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE CONTENTS OF THE PACKAGE
AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE PRODUCT. ALL ORDERS FOR
AND USE OF THE SENTINEL®, Hardlock, HASP4, and
SmartKey PRODUCTS, (including without limitation, the Developer's Kit,
libraries, utilities, , CD_ROM, DVD, Protection keys, the software component of
SafeNet Sentinel LDK and the Sentinel LDK Software Protection and Licensing
Guide), (hereinafter “Product”) SUPPLIED BY SAFENET, INC., (or any of its affiliates - either
of them referred to as “SAFENET”) ARE AND
SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

BY OPENING
THE PACKAGE CONTAINING THE PRODUCTS AND/OR BY DOWNLOADING THE SOFTWARE (as
defined hereunder) AND/OR BY INSTALLING THE SOFTWARE ON YOUR COMPUTER AND/OR BY
USING THE PRODUCT, YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY
ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE
BOUND BY IT, DO NOT OPEN THE PACKAGE AND/OR DOWNLOAD AND/OR INSTALL THE
SOFTWARE AND PROMPTLY (at least within 7 days from the date you received this
package) RETURN THE PRODUCTS TO SAFENET, ERASE THE SOFTWARE, AND ANY PART
THEREOF, FROM YOUR COMPUTER AND DO NOT USE IT IN ANY MANNER WHATSOEVER.

This
Agreement has 3 sections:

Section
I
applies if you are downloading or using the Product free of charge for
evaluation purposes only.

Section
II
applies if you have purchased or have been otherwise granted by SafeNet a
license to use the Product.

Section
III
applies to all grants of license.

SECTION I - TERMS APPLICABLE TO GRANT OF EVALUATION LICENSE

License Grant. SafeNet hereby grants to you, and
you accept, a nonexclusive license to use the Product in machine-readable,
object code form only, as well as related documentation, free of charge, for
the purpose of evaluating whether to purchase an ongoing license to the Product
and only as authorized in this License Agreement. The
evaluation period is limited to the maximum amount of days specified in your
applicable evaluation package. You may use the Product, during the
evaluation period, in the manner described in Section III below under “Extent
of Grant.”.

DISCLAIMER OF WARRANTY. The Product is
provided on an “AS IS” basis, without warranty of any kind. IMPLIED WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT
APPLY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO
THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT
VARY BY JURISDICTION. The entire risk as to the quality and performance of the
Product is borne by you. This disclaimer of warranty constitutes an essential
part of the agreement.

If you initially acquired a copy of
the Product without purchasing a license and you wish to purchase a license,
contact SafeNet or any SafeNet representative.

SECTION II - APPLICABLE TERMS WHEN GRANTED A LICENSE

License Grant. Subject to
your payment of the license fees applicable to the type and amount of licenses
purchased by you and set forth in your applicable purchase order, SafeNet
hereby grants to you, and you accept, a personal, nonexclusive and fully
revocable limited License to use the Software (as such term is defined in
Section III hereunder, in the Intellectual Property subsection), in executable form
only, as described in the Software accompanying user documentation and only
according to the terms of this Agreement, as well as related documentation: (i)
you may install the Software and use it on computers located in your place of
business, as described in SafeNet's related documentation; (ii) you may merge
and link the Software into your computer programs for the sole purpose
described in the documentation accompanying such Software; however, any portion
of the Software merged into another computer program shall be deemed as
derivative work and will continue to be subject to the terms of this Agreement;
and (iii) you are permitted to make a reasonable number of copies of the
Software solely for backup purposes. The Software shall not be used for any
other purposes.

Sub-Licensing.
After merging the Software in your computer program(s) according to the License
Grant section above, you may sub-license, pursuant to the terms of this
Agreement, the merged Software and resell the hardware components of the
Product, which you purchased from SafeNet, if applicable, to distributors
and/or users. Preceding such a sale and sub-licensing, you shall make sure that
your contracts with any of your distributors and/or end users (and their
contracts with their customers) shall contain warranties, disclaimers,
limitation of liability, and license terms which are no less protective of
SafeNet's rights than such equivalent provisions contained herein. In addition,
you shall make it abundantly clear to your distributors and/or end users, that
SafeNet is not and shall not, under any circumstances, be responsible or liable
in any way for the software and software licenses contained in your computer
programs which you merge with the SafeNet Software and distribute to your
distributors and/or end users, including, without limitation, with respect to
extending license terms and providing maintenance for any software elements
and/or computer programs which are not the SafeNet Software. SafeNet expressly
disclaims any responsibility and liability with respect to any computer
programs, software elements, and/or hardware elements which are not and do not
form part of the SafeNet product.

Limited Warranty.
SafeNet warrants, for your benefit alone, that (i) the Software, when and as
delivered to you, and for a period of three (3) months after the date of
delivery to you, will perform in substantial compliance with the documentation
accompanying such Software, provided that it is used on the computer hardware
and with the operating system for which it was designed; and (ii) that the
Sentinel key, for a period of twenty four (24) months after the date of
delivery to you, will be substantially free from significant defects in
materials and workmanship. You may enable or disable certain features when
applying the Sentinel LDK protection software by changing settings in the
Sentinel LDK tools in accordance with the Sentinel LDK Software Protection and
Licensing Guide; HOWEVER, IT IS IMPORTANT TO NOTE THAT WHEN ENABLING OR
DISABLING SOME FEATURES YOU MIGHT REDUCE THE LEVEL OF PROTECTION PROVIDED BY
THE SOFTWARE.

Warranty Disclaimer.
SAFENET DOES NOT WARRANT THAT ANY OF ITS PRODUCT(S) WILL MEET YOUR REQUIRMENTS
OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT
ALLOWED BY LAW, SAFENET EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED
HERE AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO
SAFENET'S DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO
MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any
modifications are made to the Software or to any other part of the Product by
you; if the media and the Sentinel key is subjected to accident, abuse, or
improper use; or if you violate any of the terms of this Agreement, then the
warranty in Section 2.3 above, shall immediately be terminated. The warranty
shall not apply if the Software is used on or in conjunction with hardware or
program other than the unmodified version of hardware and program with which
the Software was designed to be used as described in the Sentinel LDK Software
Protection and Licensing Guide.

Limitation of Remedies.
In the event of a breach of the warranty set forth above, SafeNet's sole
obligation, and your sole remedy shall be, at SafeNet's sole discretion: (i) to
replace or repair the Product, or component thereof, that does not meet the
foregoing limited warranty, free of charge; or (ii) to refund the price paid by
you for the Product, or component thereof. Any replacement or repaired
component will be warranted for the remainder of the original warranty period
or 30 days, whichever is longer. Warranty claims must be made in writing during
the warranty period and within seven (7) days of the observation of the defect
accompanied by evidence satisfactory to SafeNet. All Products should be
returned to the distributor from which they were purchased (if not purchased
directly from SafeNet) and shall be shipped by the returning party with freight
and insurance paid. The Product or component thereof must be returned with a
copy of your receipt.

SECTION III - TERMS APPLICABLE TO ALL GRANTS
OF LICENSE

Extent of
Grant and Prohibited Uses. Except as specifically
permitted in Sections 2.1 and 2.2 above, you agree not to (i) use the Product
in any manner beyond the scope of license purchased by you in accordance with
your applicable purchase order; (ii) use, modify, merge or sub-license the Software
or any other of SafeNet's products except as expressly authorized in this
Agreement and in the Sentinel LDK Software Protection and Licensing Guide; and
(iii) sell, license (or sub-license), lease, assign, transfer, pledge, or share
your rights under this License with/to anyone else; and (iv) modify,
disassemble, decompile, reverse engineer, revise or enhance the Software or
attempt to discover the Software's source code; and (v) place the Software onto
a server so that it is accessible via a public network; and (vi) use any
back-up or archival copies of the Software (or allow someone else to use such
copies) for any purpose other than to replace an original copy if it is
destroyed or becomes defective. If you are a member of the European Union, this
agreement does not affect your rights under any legislation implementing the EC
Council Directive on the Legal Protection of Computer Programs. If you seek any
information within the meaning of that Directive you should initially approach
SafeNet.

Intellectual
Property. THIS IS A LICENSE AGREEMENT AND NOT AN
AGREEMENT FOR SALE. The software component of the SafeNet Sentinel LDK Product,
including any revisions, corrections, modifications, enhancements, updates
and/or upgrades thereto, (hereinafter in whole or any part thereof defined as:
“Software”), and the related documentation, ARE NOT FOR SALE and are and shall
remain in SafeNet's sole property. All intellectual property rights (including,
without limitation, copyrights, patents, trade secrets, trademarks, etc.)
evidenced by or embodied in and/or attached/connected/related to the Product,
(including, without limitation, the Software code and the work product
performed in accordance with Section II above) are and shall be owned solely by
SafeNet. This License Agreement does not convey to you an interest in or to the
Software but only a limited right of use revocable in accordance with the terms
of this License Agreement. Nothing in this Agreement constitutes a waiver of
SafeNet's intellectual property rights under any law.

Audit. SafeNet
shall have the right, at its own expense, upon reasonable prior notice, to
periodically inspect and audit your records to ensure your compliance with the
terms and conditions of this license agreement.

Termination. Without
prejudice to any other rights, SafeNet may terminate this license upon the
breach by you of any term hereof. Upon such termination by SafeNet, you agree
to destroy, or return to SafeNet, the Product and the documentation and all
copies and portions thereof.

Limitation
of Liability. SafeNet's cumulative liability to you or
any other party for any loss or damages resulting from any claims, demands, or
actions arising out of or relating to this Agreement and/or the sue of the
Product shall not exceed the license fee paid to SafeNet for the use of the
Product/s that gave rise to the action or claim, and if no such Product/s
is/are so applicable then SafeNet's liability shall not exceed the amount of
license fees paid by You to SafeNet hereunder during the twelve (12) months
period preceding the event. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
TORT, CONTRACT, OR OTHERWISE, SHALL SAFENET OR ITS SUPPLIERS OR RESELLERS OR
AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR
MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES
FOR PERSONAL INJURY OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF
SAFENET SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND
EXCLUSION MAY NOT APPLY TO YOU.

No other
Warranties. Except and to the extent specifically provided herein, SafeNet
makes no warranty or representation, either express or implied, with respect to
its Products as, including their quality, performance, merchantability or fitness
for a particular purpose.

Export
Controls. YOU ACKNOWLEDGE THAT THE SOFTWARE IS SUBJECT TO REGULATION BY UNITED
STATES, EUROPEAN UNION, AND/OR OTHER GOVERNMENT AGENCIES, WHICH PROHIBIT EXPORT
OR DIVERSION OF THE SOFTWARE TO CERTAIN COUNTRIES AND CERTAIN PERSONS. YOU
AGREE TO COMPLY WITH ALL EXPORT LAWS, REGULATIONS AND RESTRICTIONS OF THE
UNITED STATES DEPARTMENT OF STATE, DEPARTMENT OF COMMERCE OR OTHER LEGAL
AUTHORITY WITHIN THE UNITED STATES OR ANY FOREIGN ENTITY WHICH REGULATES THEIR
SHIPMENT. YOU WILL NOT EXPORT IN ANY MANNER, EITHER DIRECTLY OR INDIRECTLY, ANY
SOFTWARE OR ANY PRODUCT THAT INCORPORATES ANY SOFTWARE WITHOUT FIRST OBTAINING
ALL NECESSARY APPROVAL FROM APPROPRIATE GOVERNMENT AGENCIES. YOU AGREE TO
INDEMNIFY SAFENET AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, TO THE EXTENT SUCH CLAIMS ARISE
OUT OF ANY BREACH OF THIS SECTION 3.7.

Governing
Law & Jurisdiction.This License Agreement shall be
construed, interpreted and governed by the laws of the State of Delaware
without regard to conflicts of laws and provisions thereof. The exclusive forum
for any disputes arising out of or relating to this License Agreement shall be
an appropriate federal or state court sitting in Harford County, State of
Maryland, USA. The application of the United Nations Convention of Contracts
for the International Sale of Goods is expressly excluded. The failure of
either party to enforce any rights granted hereunder or to take action against
the other party in the event of any breach hereunder shall not be deemed a
waiver by that party as to subsequent enforcement of rights or subsequent
actions in the event of future breaches.

Third Party
Software. The Product (except for SmartKey) contains
the Open SSL Toolkit which includes the OpenSSL software, as set forth in Exhibit
A, as well as the Original SSLeay software, as set forth in Exhibit B. Sentinel LDK includes LLVM
http://opensource.org/licenses/UoI-NCSA.php, as set forth in Exhibit
C, LLJVM subproject http://da.vidr.cc/projects/lljvm/, and BEA Engine
http://www.beaengine.org/licence. Such third party's software
is provided “As Is” and use of such software shall be governed by the terms and
conditions as set forth in Exhibit A, Exhibit B, and Exhibit C.
If the Product contains any software provided by third parties other than the
software noted in Exhibit A, Exhibit B, and Exhibit C,
such third party's software are provided “As Is” and shall be subject to the
terms of the provisions and condition set forth in the agreements
contained/attached to such software. In the event such agreements are not
available, such third party's software are provided “As Is” without any
warranty of any kind and this Agreement shall apply to all such third party software
providers and third party software as if they were SafeNet and the Product
respectively.

Miscellaneous. If the
copy of the Product you received was accompanied by a printed or other form of
“hard-copy” End User License Agreement whose terms vary from this Agreement,
then the hard-copy End User License Agreement governs your use of the Product.
This Agreement represents the complete agreement concerning this license and
may be amended only by a writing executed by both parties. THE ACCEPTANCE OF
ANY PURCHASE ORDER PLACED BY YOU, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT
TO THE TERMS SET FORTH HEREIN, COMBINED WITH THE APPLICABLE LICENSE SCOPE AND
TERMS, IF ANY, SET FORTH IN YOUR PURCHASE ORDER. If any provision of this
Agreement is held to be unenforceable, such provision shall be reformed only to
the extent necessary to make it enforceable. The failure of either party to
enforce any rights granted hereunder or to take action against the other party
in the event of any breach hereunder shall not be deemed a waiver by that party
as to subsequent enforcement of rights or subsequent actions in the event of
future breaches.

Redistributions
of source code must retain the above copyright notice, this list of conditions
and the following disclaimer.

Redistributions
in binary form must reproduce the above copyright notice, this list of
conditions and the following disclaimer in the documentation and/or other
materials provided with the distribution.

All
advertising materials mentioning features or use of this software must display
the following acknowledgment: “This product includes software developed by the
OpenSSL Project for use in the OpenSSL Toolkit. (http://www.openssl.org/)”

The
names “OpenSSL Toolkit” and “OpenSSL Project” must not be used to endorse or
promote products derived from this software without prior written permission.
For written permission, please contact openssl-core@openssl.org.

Products
derived from this software may not be called “OpenSSL” nor may “OpenSSL” appear
in their names without prior written permission of the OpenSSL Project.

Redistributions
of any form whatsoever must retain the following acknowledgment: “This product
includes software developed by the OpenSSL Project for use in the OpenSSL
Toolkit (http://www.openssl.org/)”

DISCLAIMER OF WARRANTY

THIS
SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ''AS IS'' AND ANY EXPRESSED OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO
EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE.

This
package is an SSL implementation written by Eric Young (eay@cryptsoft.com).

The
implementation was written so as to conform with Netscapes SSL.

This
library is free for commercial and non-commercial use as long as the following
conditions are adhered to. The following conditions apply to all code found in
this distribution, be it the RC4, RSA, lhash, DES, etc., code; not just the SSL
code. The SSL documentation included with this distribution is covered by the
same copyright terms except that the holder is Tim Hudson (tjh@cryptsoft.com).

Copyright
remains Eric Young's, and as such any Copyright notices in the code are not to
be removed.

If
this package is used in a product, Eric Young should be given attribution as
the author of the parts of the library used.

This
can be in the form of a textual message at program startup or in documentation
(online or textual) provided with the package.

Redistributions
of source code must retain the above copyright notice, this list of conditions
and the following disclaimer.

Redistributions
in binary form must reproduce the above copyright notice, this list of conditions
and the following disclaimer in the documentation and/or other materials
provided with the distribution.

All
advertising materials mentioning features or use of this software must display
the following acknowledgment: “This product includes cryptographic software
written by Eric Young (eay@cryptsoft.com)”.

If
you include any Windows specific code (or a derivative thereof) from the apps
directory (application code) you must include an acknowledgement: “This product
includes software written by Tim Hudson (tjh@cryptsoft.com)”

DISCLAIMER OF WARRANTY.

THIS SOFTWARE IS PROVIDED BY ERIC
YOUNG ''AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION)
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT
LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT
OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Exhibit C - University of
Illinois/NCSA Open Source License

Copyright (c) <Year> <Owner Organization Name> All rights
reserved.

Developed by: <Name of Development Group>

<Name of Institution>

<URL for Development Group/Institution>

Permission is hereby granted, free of charge, to any person obtaining a
copy of this software and associated documentation files (the
"Software"), to deal with the Software without restriction, including
without limitation the rights to use, copy, modify, merge, publish, distribute,
sublicense, and/or sell copies of the Software, and to permit persons to whom
the Software is furnished to do so, subject to the following conditions:

Redistributions of source code must retain the above copyright notice, this
list of conditions and the following disclaimers.

Redistributions in binary form must reproduce the above copyright notice,
this list of conditions and the following disclaimers in the documentation
and/or other materials provided with the distribution.

Neither the names of <Name of Development Group, Name of
Institution>, nor the names of its contributors may be used to endorse or
promote products derived from this Software without specific prior written
permission.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO
EVENT SHALL THE CONTRIBUTORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,
DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR
OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE
OR OTHER DEALINGS WITH THE SOFTWARE.

Certifications

CE Compliance

The HASP product line complies with the
CE EMC Directive and related standards*. HASP products are marked with the CE
logo and a HASP CE conformity card is included in every shipment or upon
demand.

*EMC directive 89/336/EEC and related standards EN
55022, EN 50082-1.

FCC Compliance

FCC authorities have determined that HASP is not a
Class B Computing Device Peripheral and therefore does not require FCC
regulation.

The HASP product line is designed and
manufactured by SafeNet Data Security (Israel) Ltd, an ISO 9001:2008 certified
company. SafeNet's quality assurance system is approved by the International
Organization for Standardization (ISO), ensuring that SafeNet products and
customer service standards consistently meet specifications in order to provide
outstanding customer satisfaction.

Certificate of
Compliance

Upon request, SafeNet will supply a Certificate of Compliance to
any software developer who wishes to demonstrate that the HASP product line
conforms to the specifications stated. Software developers can distribute this
certificate to the end user along with their programs.